“We believe the results of QTS’ Annual Meeting make clear that a
significant portion of common shareholders agree that urgent and
meaningful change is needed at the Company. Approximately 30 percent of
shareholders, including 36% of disinterested shareholders, voting at the
Annual Meeting chose to “Withhold” for the Chair of the Compensation
Committee, William Grabe, and approximately 40 percent, including 48% of
disinterested shareholders, voted “Against” QTS’ “Say on Pay” proposal –
sending a pointed message to the QTS board that the Company’s current
compensation and governance practices are unacceptable.1

The fact that Chairman and CEO Chad Williams controls the vote of
roughly 6.5 million shares, or approximately 12 percent of total voting
shares, underscores the degree to which the independent shareholders of
QTS have signaled that the Company must do better.

We believe that shareholders deserve more from QTS’ board and
management. As proxy advisory firm Institutional Investor Services (ISS)
recently noted when discussing the issues at QTS, “[T]he company has
underperformed industry peers, experienced operational setbacks, and
demonstrated a pattern of ineffective communication and a disconnect
from shareholders, which suggest that enhanced oversight of management
is warranted.”2

The extent of the performance issues, strategic missteps and
anti-shareholder policies at QTS did not become starkly apparent until
after the deadline to nominate directors for the 2018 Annual Meeting had
already passed. We believe that if improvements are not made at QTS that
the Company could find itself facing more significant shareholder
pressure in the future. We will continue to monitor the Company’s
actions to address shareholder concerns – or the lack thereof.”